TIDMLID

RNS Number : 4423E

LiDCO Group Plc

06 November 2020

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
(a) Full name of discloser:                                                                   LiDCO Group plc 
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):   N/A 
 The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
 settlor and beneficiaries must be named. 
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:       LiDCO Group plc 
 Use a separate form for each offeror/offeree 
(d) Is the discloser the offeror or the offeree?                                              OFFEREE 
(e) Date position held:                                                                       30 October 2020 
 The latest practicable date prior to the disclosure 
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   N/A 
 of any other party to the offer? 
 If it is a cash offer or possible cash offer, state "N/A" 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
Class of relevant security:                                           Ordinary shares of 0.5p in LiDCO Group plc 
                                                                      Interests                Short positions 
                                                                      Number          %        Number          % 
(1) Relevant securities owned and/or controlled:                      Nil             Nil      Nil             Nil 
(2) Cash-settled derivatives:                                         Nil             Nil      Nil             Nil 
(3) Stock-settled derivatives (including options) and agreements to   Nil             Nil      Nil             Nil 
purchase/sell: 
                                                                      Nil             Nil      Nil             Nil 
  TOTAL: 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
Class of relevant security in relation to which subscription right exists:   N/A 
Details, including nature of the rights concerned and relevant percentages:  N/A 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
Details of any interests, short positions and rights to subscribe (including directors' and 
 other employee options) of any person acting in concert with the party to the offer making 
 the disclosure: 
 
  (A) Interests held by the directors of LiDCO Group plc and their close relatives and related 
  trusts: 
  Director          No. of ordinary  Percentage of 
                     shares of 0.5p   issued share 
                     each held        capital 
  Peter Grant       944,163          0.39% 
  Matthew Sassone   250,000          0.10% 
  Tim Hall          100,000          0.04% 
  Philip Cooper     2,666,667        1.09% 
  James Wetrich     19,900           0.01% 
 
 
 
  (B) Interests held as options or awards by directors of LiDCO Group plc granted under the 
  LiDCO Group plc Share Option Plan 2013 (the "Share Option Plan") which have vested but where 
  the director has not exercised their right to acquire or receive the shares: 
  Director       Scheme    Original     Exercise    Vesting   Last       Percentage 
                            no. of       price       date      date       of issued 
                            ordinary                           for        share capital 
                            shares                             exercise   (3) 
                            of 0.5p                            (2) 
                            each under 
                            option 
                            / award 
                            (1) 
                 Share 
                  Option                0.5 pence   15 June   15 June 
  Matt Sassone    Plan     1,248,262     per share   2018      2025      0.51% 
                                        0.5 pence   15 June   15 June 
                           949,540       per share   2018      2025      0.39% 
                                        0.5 pence   15 June   15 June 
                           2,197,802     per share   2019      2025      0.90% 
                                        0.5 pence   11 April  10 April 
                           2,200,000     per share   2020      2022      0.90% 
 
 
  (1) The number shown in this column is the maximum number of ordinary shares which are capable 
  of being acquired in connection with that option. The actual number of shares which may be 
  acquired may be less, depending on performance against a share price performance condition. 
  (2) The date shown in this column is the last date on which the option may be exercised, 
  but for any earlier change of control of the Offeree in which case the last date for exercise 
  shall be the date 90 days after the date of the change of control. Subject to it becoming 
  unconditional in all respects, the Offer will constitute such a change of control. 
  (3) The percentage stated is calculated relative to the undiluted share capital of LiDCO 
  Group plc of 244,174,908 ordinary shares. 
 
 
  (C) Interests held as options or awards by directors of LiDCO Group plc granted under the 
  Share Option Plan which have not yet vested: 
 
  Director   Scheme    No. of ordinary  Exercise    Vesting   Last       Percentage 
                        shares of        price       date      date       of issued 
                        0.5p each                              for        share capital 
                        under option                           exercise   (5) 
                        / award                                (4) 
                        (3) 
             Share 
  Matthew     Option                    0.5 pence   20 April   19 April 
   Sassone    Plan     1,000,000         per share   2021      2023      0.41% 
                                        0.5 pence   9 April   8 April 
                       2,000,000         per share   2022      2024      0.82% 
             Share 
              Option                    0.5 pence   9 April   8 April 
  Tim Hall    Plan     2,000,000         per share   2022      2024      0.82% 
                                        0.5 pence   29 April  28 April 
                       1,000,000         per share   2023      2025      0.41% 
                                        0.5 pence   29 April  28 April 
                       1,000,000         per share   2024      2026      0.41% 
 
 
  (3) The number shown in this column is the maximum number of ordinary shares which are capable 
  of being acquired in connection with that option. The actual number of shares which may be 
  acquired may be less, depending on performance against a share price performance condition. 
 
  (4) The date shown in this column is the last date on which the option may be exercised, 
  but for any earlier change of control of the Offeree in which case the last date for exercise 
  shall be the date 90 days after the date of the change of control. Subject to it becoming 
  unconditional in all respects, the Offer will constitute such a change of control. 
 
  (5) The percentage stated is calculated relative to the undiluted share capital of LiDCO 
  Group plc of 244,174,908 ordinary shares. 
 
 
  (D) Interests of connected advisers of LiDCO Group plc 
  Class of relevant         Ordinary shares of 0.5p each in LiDCO 
   security                  Group plc 
                            Interests              Short positions 
                            Number         %       Number        % 
  (1) Relevant securities   Nil            Nil     Nil           Nil 
   owned and/or controlled 
  (2) Cash-settled          Nil            Nil     Nil           Nil 
   derivatives 
  (3) Stock-settled         Nil            Nil     Nil           Nil 
   derivatives 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
Details of any indemnity or option arrangement, or any agreement or understanding, formal 
 or informal, relating to relevant securities which may be an inducement to deal or refrain 
 from dealing entered into by the party to the offer making the disclosure or any person acting 
 in concert with it: 
 Irrevocable commitments and letters of intent should not be included. If there are no such 
 agreements, arrangements or understandings, state "none" 
 
  None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
Details of any agreement, arrangement or understanding, formal or informal, between the party 
 to the offer making the disclosure, or any person acting in concert with it, and any other 
 person relating to: 
 (i) the voting rights of any relevant securities under any option; or 
 (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
 any derivative is referenced: 
 If there are no such agreements, arrangements or understandings, state "none" 
 
 
  None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
Supplemental Form 8 (Open Positions)  NO 
Supplemental Form 8 (SBL)             NO 
 
 
Date of disclosure:   6(th) November 2020 
Contact name:         Tim Hall 
Telephone number:     020 7749 1509 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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November 06, 2020 13:40 ET (18:40 GMT)

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